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95-R-09RESOLUTION NO. 95-R-09 A RESOLUTION AMENDING AND RESTATING IN ITS ENTIRETY RESOLUTION NO. 94-R-16 (SERIES RESOLUTION 1994 CAPITAL IMPROVEMENT BONDS, FLORIDA SHORES IMPROVEMENT AREA), TO BE AMENDED AND RESTATED AS FOLLOWS: A RESOLUTION SUPPLEMENTING RESOLUTION NO. 94-R-14 OF THE CITY OF EDGEWATER, FLORIDA, AUTHORIZING THE ACQUISITION AND CONSTRUCTION OF CERTAIN PAVING AND DRAINAGE IMPROVEMENTS) PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING $16,500,000 CAPITAL IMPROVEMENT BONDS (FLORIDA SHORES IMPROVEMENT AREA) OF THE CITY TO FINANCE THE COST OF SUCH PROJECT; PROVIDING FOR THE PAYMENT OF THE BONDS FROM CERTAIN PLEDGED REVENUES, INCLUDING SPECIAL ASSESSMENTS; AUTHORIZING THE CITY MANAGER OF THE CITY TO PROCEED TO DEVELOP NECESSARY DOCUMENTS, MAKE CERTAIN CERTIFICATIONS ON BEHALF OF THE CITY REGARDING THE PRELIMINARY OFFICIAL STATEMENT, AND TO ADVERTISE OR NEGOTIATE FOR A PROPOSAL TO PURCHASE THE BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDGEWATER, FLORIDA; AS FOLLOWS: ARTICLE I AUTHORITY, DEFINITIONS AND FINDINGS SECTION 1.01 AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapters 166 and 197, Florida Statutes, Section 1.01 of the City Charter of the City of Edgewater, Ordinance No. 91-0-1 of the City, and other applicable provisions of law (collectively, the "Act") and Section 5.01(F) of Resolution No. 94-R-14, adopted on August 15, 1994 (the "Master Resolution"), and is supplemental to the Master Resolution. SECTION 1.02 DEFINITIONS. Unless the context otherwise requires, the capitalized terms used in this resolution shall have the meanings specified in this Section. Capitalized terms not otherwise defined in this Section shall have the meanings specified in the Master Resolution. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. "Bond Resolution" means, collectively, the Master Resolution, this Resolution and all resolutions amendatory hereof and resolutions supplemental hereto. "Consulting Engineers" means Quentin L. Hampton 6 Associates, Inc., or such other firm of registered professional engineers as may be retained by the City with respect to the 1995 Project. "Excise Tax Revenues" means the Gas Tax Revenues and the Utility Services Tax Revenues, as defined in the Master Ordinance. "Florida Shores Improvement Area" means Florida Shores Improvement Area Special Assessment District, as created and established pursuant to the Assessment Act. "Master Resolution" means Resolution No. 94-R-14, adopted by the Council of the City on August 15, 1994, as amended and supplemented from time to time. "Series" means Bonds issued pursuant to this Resolution and designated by the City as 1995 Bonds, which may be issued in one or more installments. 111995 Assessment Resolutions" means the resolutions adopted by the Council providing for the levying and collection of the 1995 Special Assessments. "1995 Bonds" means, collectively, the City's Capital Improvement Bonds, Series 1995 (Florida Shores Improvement Area Special Assessment District, and all installments thereof, if issued in more than one installment as provided herein, such installments to be identified by an appropriate suffix, issued pursuant to the Bond Resolution in an original aggregate principal amount not to exceed $16,500,000. "1995 Investment Earnings" mean the interest received on, or the gain or loss from the purchase and sale of, the Authorized Investments held in the Funds and Accounts, except to the extent such amounts are required to be rebated to the United States of America. "1995 Pledged Revenues" means the 1995 Special Assessments, the Excise Taxes and the Stormwater Utility Fees. 111995 Project" means the acquisition and construction of certain paving and drainage improvements within Florida Shores Improvement Area, in accordance with the plans and specifications of the Consulting Engineers, to be filed with the City. "1995 Project Costs" means the cost of the acquisition and construction of the 1995 Project and the construction and acquisition of additions, extensions, and improvements thereto including, but not limited to: the acquisition of any lands or interests therein or any other properties deemed necessary or convenient therefor; engineering, accounting, and legal fees and expenses; expenses for plans, specifications and surveys and 3249/EWCG DDIMS9 d WD-9 2 a"1y 17, 1995 2,42 M appraisals; expenses for estimates of costs and of revenues; the fees of fiscal agents, financial advisors and consultants; administrative expenses; interest on the 1995 Bonds for a reasonable period of time after the date of their delivery; reasonable reserves for the payment of Debt Service with respect to the 1995 Bonds; discount upon the sale of the 1995 Bonds; the cost of purchasing any Credit Facility with respect to the 1995 Bonds; such other expenses as may be necessary or incidental to the financing authorized by this Resolution, to the 1995 Project, and to the placing of the 1995 Project in operation; and reimbursement to the City for any sums expended for the foregoing purposes in anticipation of the issuance of the 1995 Bonds. "1995 Special Assessments" means the Special Assessments levied against the properties located within Florida Shore Improvement Area pursuant to the 1995 Assessment Resolutions. "1995 Subaccounts" means the separate accounts established and maintained pursuant to the provisions of this resolution for the benefit of the Owners of the 1995 Bonds. SECTION 1.03 FINDINGS. It is hereby ascertained, determined and declared that: A. It is necessary to redesignate the Capital Improvement Bonds, Series 1994 (Florida Shores Improvement Area), to Capital Improvement Bonds, Series 1995 (Florida Shores Improvement Area) (the "1995 Bonds"). All references in the Master Resolution to "Series 1994 Bonds" shall mean the 1995 Bonds described herein. B. It is necessary and in the best interests of the health, safety, and welfare of the City and its inhabitants that the City undertake the 1995 Project. The City is authorized pursuant to the provisions of the Act and the Assessment Act, to undertake the 1995 Project. C. The City is without adequate, currently available funds to pay 1995 Project Costs, and it is necessary and desirable and in the best interests of the City that it borrow the moneys necessary to accomplish the financing of the 1995 Project. The City is authorized pursuant to the provisions of the Assessment Act to borrow moneys necessary to pay the cost of the 1995 Project. D. The City anticipates receiving the 1995 Pledged Revenues, and the 1995 Pledged Revenues are not pledged or encumbered to pay any other debts or obligations of the City. E. The 1995 Pledged Revenues are estimated to be sufficient to pay the Debt Service on the 1995 Bonds and to make all other payments required to be made by the provisions of the Bond Resolution. 3240/SMOG.0 0I/R660.JuGKW-2 J .July 19, 1195 2:41 p F. The principal of and interest on the 1995 Bonds, and all required payments into the 1995 Subaccounts, shall be payable solely from the 1995 Pledged Revenues. Neither the City, nor the State of Florida or any political subdivision thereof or governmental authority or body therein, shall ever be required to levy ad valorem taxes to pay the principal of and interest on the 1995 Bonds or to make any of the required payments into the 1995 Subaccounts, and the 1995 Bonds shall not be secured by a lien upon any property owned by or situated within the corporate limits of the City other than the 1995 Pledged Revenues in the manner provided herein. G. The City has determined to proceed with the financing of the 1995 Project through either the issuance and sale of 1995 Bonds in the public market through an municipal securities underwriter or through bank financing, or a combination of the two. H. In order to enable the prospective underwriters for the 1995 Bonds to comply with Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the "Rule"), in connection with the offering and sale of the 1995 Bonds, it is necessary that a preliminary official statement be prepared in connection with the 1995 Bonds and that such preliminary official statement be "deemed final" (except for permitted omissions) by a representative of the City. I. The City staff and the City's Bond and Disclosure Counsel will undertake responsibility for preparation of the Preliminary Official Statement to be used to enable the prospective underwriters to bid for the 1995 Bonds and such bidding will occur prior to the City's next regularly scheduled meeting. J. It is necessary and in the best interests of the City that its City Manager and Finance Director be authorized to certify the Preliminary Official Statement as "deemed final" under the Rule. K. The 1995 Bonds, or one or more installments thereof, shall be sold at negotiated sale to William R. Hough & Co. or First Union National Bank of Florida, on the basis of purchase proposals received by the City therefor, which proposal or proposals offer the City the best and lowest interest coat and financing terms in connection with the 1995 Project, as determined by the City Manager and Finance Director as provided herein. SECTION 1.04 RESOLUTION AND MASTER RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the 1995 Bonds authorized to be issued hereunder by those who shall be the Registered Owners of the same from time to time, this resolution and the Master Resolution shall be deemed to be and shall constitute a contract between the City and such Registered Owners. 334E/CWoe.991/MSS-A N8 2 4 .July 17, 1995 2S42 M -The covenants and agreements in the Master Resolution and herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Registered Owners of any and all of such 1995 Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Series 1995 Bonds over any other thereof, except as expressly provided therein and herein. 3210/EM00. 001/P860-A "-2 3 Jul, 13, 1995 2.42 M ARTICLE II AUTHORIZATION OF 1995 PROJECT; AUTHORIZATION OF ISSUANCE OF 1995 BONDS; DESCRIPTION, DETAILS AND FORM OF 1995 BONDS SECTION 2.01. AUTHORIZATION OF 1995 PROJECT. The Council hereby specifically authorizes the 1995 Project; and, to the extent previously authorized, re -authorizes the 1995 Project. The Council hereby specifically ratifies and affirms all actions previously taken in furtherance of the 1995 Project. SECTION 2.02. REDESIGNATION OF BONDS. The "Capital Improvement Bonds, Series 1994 (Florida Shores Improvement Area)", are hereby redesignated "Capital Improvement Bonds, Series 1995 (Florida Shores Improvement Area)". All references to "Series 1994 Bonds" in the Master Resolution shall be deemed to be references to the 1995 Bonds. SECTION 2.03. AUTHORIZATION OF 1995 BONDS. Subject and pursuant to the provisions of this Resolution and the Master Resolution, obligations of the City, to be known as "Capital Improvement Bonds, Series 1995 (Florida Shores Improvement Area)," are hereby authorized to be issued in an aggregate principal amount on original issuance of not exceeding $16,500,000 for the purpose of financing the 1995 Project Costs. The 1995 Bonds shall be issued in one or more installments, each installment bearing a suffix designation to differentiate it from other installments; provided, however, that all installments of 1995 Bonds shall be deemed to be issued on a parity with all other installments thereof and shall be of equal rank without preference, priority or distinction (other than installment designation) of any installment of 1995 Bonds over any other thereof. Such determination as to the issuance of more than one installment, and the particular characteristics of any particular installment, shall be made by the City Manager and Finance Director in accordance with Section 5.02 hereof. SECTION 2.04. DESCRIPTION OF 1995 BONDS. The 1995 Bonds shall be in the form and subject to issuance, registration, transfer and exchange, all as provided herein and in the Master Resolution, as more particularly provided by the City at or prior to the time of sale of the 1995 Bonds. SECTION 2.05. FORM OF 1995 BONDS. The text of the 1995 Bonds shall be of substantially the form of Exhibit A of the Master Resolution, with such omissions, insertions, and variations as may be necessary and desirable, and as may be authorized or permitted by this resolution or by subsequent resolution or resolutions adopted prior to the issuance thereof, and as may be necessary to 9249/m 0e.001/"a -u -z 6 O Iy 17, 1995 2142 W reflect the characteristics of any particular installment of 1995 Bonds. 224e/EMOO.001/MW-u M-2 / sny 17, 1995 2.42 1 ARTICLE III APPLICATION OF PROVISIONS OF MASTER RESOLUTION SECTION 3.01 APPLICATION OF PROVISIONS OF THE MASTER RESOLUTION. The 1995 Bonds shall for all purposes be considered to be Bonds issued under the authority of the Master Resolution and shall be entitled to all the protection and security provided therein for Bonds. The covenants and pledges contained in the Master Resolution shall be applicable to the 1995 Bonds herein authorized. SECTION 3.02. SECURITY FOR 1995 BONDS. (A) PLEDGE AND LIEN. The 1995 Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon the 1995 Pledged Revenues. The 1995 Bonds shall not be or constitute general obligations or an indebtedness of the City as "bonds" within the meaning of the Constitution of Florida, but shall be payable from and secured solely by a lien upon and pledge of the 1995 Pledged Revenues as provided herein and in the Master Resolution. No Owner of any 1995 Bonds shall ever have the right to compel the exercise of the ad valorem taxing power of the City or taxation in any form of property therein to pay the Debt Service on the 1995 Bonds. The 1995 Bonds shall not constitute a lien upon the 1995 Project or upon any property of or in the City except the 1995 Pledged Revenues in the manner provided herein and in the Master Resolution. (B) SERIES SUBACCOUNTS. There are hereby created and established in the Funds and Accounts created and established pursuant to Section 3.03(A) of the Master Resolution the following Series Subaccounts, hereinbefore defined as the "1995 Subaccounts:" (1) in the Sinking Fund, the "1995 Bonds Subaccount," which includes (a) the "1995 Bonds Debt Service Subaccount," (b) the "1995 Bonds Bond Amortization Subaccount," (c) the "1995 Bonds Reserve Subaccount," and (d) the "1995 Bonds Redemption Account." (C) USE OF 1995 PLEDGED REVENUES. All 1995 Special Assessments and 1995 Investment Earnings shall be applied and deposited in the manner provided in Section 3.04(A) and (B) of the Master Resolution only into the 1995 Subaccounts. Moneys and Authorized Investments on deposit at any time in the 1995 Subaccounts may be used and applied only in the manner provided in Section 3.04(C) of the Master Resolution for the payment of Debt Service on, or the Redemption Price of, the 1995 Bonds. Moneys on deposit in the 1995 Subaccounts may be invested and reinvested only in Authorized Investments in the manner provided in Section 3.05 of the Master Resolution. (D) APPLICATION OF STORMWATER UTILITY FEES. All Stormwater Utility Fees shall, pursuant to Section 9.5-75 of the City Code, immediately upon receipt, be deposited into the Stormwater 3248/® 08.001MSO-ANBNU-2 8 duly 17. 1995 2.42 M Management Fund (the "Utility Fund"). After the provision for payment of operating expenses of the City's Stormwater Utility, the City shall transfer to the 1995 Bonds Subaccount Stormwater Utilities Fees until the aggregate amount transferred is equal to the amount certified by the City's Director of Finance as the portion of that fiscal year's Debt Service necessary to be paid out of the Stormwater Utility Fees. On the day prior to the date on which Debt Service is due on the 1995 Bonds, if the 1995 Special Assessment revenues are insufficient therefor, sufficient Stormwater Utility Fees shall be withdrawn from the Utility Fund and deposited in the 1995 Bonds Subaccount to pay the Debt Service coming due on the 1995 Bonds. To the extent the Stormwater Utility Fees are not needed to pay Debt Service on the 1995 Bonds in any fiscal year, such monies may be used and applied as provided in Article IV of the City Code. (E) APPLICATION OF EXCISE TAXES. All Excise Taxes, as they are collected shall be deposited into the City of Edgewater, Florida Excise Tax Revenue Fund, hereby created (the "Excise Tax Revenue Fund"). To the extent moneys on deposit in the 1995 Bonds Subaccount are insufficient to pay the Debt Service on the 1995 Bonds, when due, and the Stormwater Utility Fees available therefor are insufficient to cure such deficiency, sufficient moneys shall be withdrawn from the Excise Tax Revenue Fund and deposited into the 1995 Bonds Subaccount, to the extent necessary to make up any deficiency therein. To the extent the Excise Tax Revenues are not needed to pay Debt Service on the 1995 Bonds in any fiscal year, as certified by the City's Director of Finance, such monies may be used and applied for any lawful purpose not inconsistent with applicable law. SECTION 3.03 COVENANT WITH RESPECT TO EXCISE TAX REVENUES. The City hereby covenants not to repeal the ordinance now in effect levying the Utility Service Tax Revenues and will not amend or modify the ordinance in any manner so as to impair or adversely affect the power and obligation of the City to levy and collect the Utility Service Tax Revenues as presently in effect or to impair or adversely affect in any manner the pledge of the Utility Service Tax Revenues made in the Bond Resolution or the rights of the holders of the 1995 Bonds. Additionally, the City hereby covenants to maintain its eligibility to receive the Gas Tax Revenues. SECTION 3.04 REMEDIES. Any Registered Owner of, or any Credit Facility Issuer for, 1995 Bonds shall have available the remedies specified in Section 5.03 of the Master Resolution. 3248/® 08.001/8880-AM880-3 7 July 11, 1995 2t42 m ARTICLE IV APPLICATION OF PROCEEDS OF 1995 BONDS There is hereby created and established in the Project Fund created pursuant to Section 4.02 of the Master Resolution a Series Subaccount to be known as the "1995 Project Account." Proceeds of the 1995 Bonds to be used to pay 1995 Project Costs shall be deposited in to the 1995 Project Account and used solely for the purpose of paying 1995 Project Costs, subject to the provisions of Section 4.02 of the Master Resolution regarding (a) conditions for expenditure of moneys, (b) investment of moneys application of Investment Earnings, and (c) use of moneys remaining after completion of the 1995 Project; provided, however, that in the event that remaining proceeds will be used to redeem Bonds, such proceeds shall be used first to redeem or purchase Bonds of the same installment of 1995 Bonds from which such proceeds were derived, if the City is able to purchase such installment of 1995 Bonds at a price equal to or less than the then current redemption price. All moneys received from the sale of any Bonds originally authorized and issued pursuant shall be disbursed as provided in a certificate and Finance Director delivered at the time installment of 1995 Bonds. or all of the 1995 to this Resolution, of the City Manager of issuance of any 3249/B 08.001/UW-M -x 10 July 17, 1995 2142 p ARTICLE V MISCELLANEOUS PROVISIONS SECTION 5.01. 1995 OFFERING, CLOSING DOCUMENTS AND AUTHORIZATION OF ADDITIONAL DOCUMENTS AND CERTIFICATES IN CONNECTION WITH THE DELIVERY THEREOF; APPROVAL OF THE NECESSARY ACTION. The Mayor, Vice Mayor, City Clerk, City Manager and Finance Director in consultation with and upon the advice of the City Attorney, Bond and Disclosure Counsel and other professionals involved in the issuance of the 1995 Bonds, are authorized and empowered, collectively and individually, to take all action and steps and to execute and deliver, on behalf of the City, and in their official capacities, the 1995 Bonds, and any and all instruments, documents, or certificates, including temporary 1995 Bonds, if necessary, and a Tax Compliance Certificate, which are necessary or desirable in connection with the issuance and delivery of the 1995 Bonds. SECTION 5.02. SALE OF 1995 BONDS; DELEGATION OF AUTHORITY TO EXECUTE BOND PURCHASE AGREEMENT. The City Manager and Finance Director, in consultation with and upon the advice of the City Attorney, Bond and Disclosure Counsel and other professionals involved in the issuance of the 1995 Bonds, is authorized to solicit proposals from William R. Hough 6 Co. and First Union National Bank of Florida for the purchase of the 1995 Bonds in one or more installments meeting the pricing parameters set forth on Exhibit "A" attached hereto. Such proposals shall be received by the City Manager and reviewed by the City Manager and Finance Director to determine which proposal provides the lowest overall borrowing cost and best financing terms to the City for the financing of the 1995 Project. To the extent that the City Manager and Finance Director determine, on the basis of the proposals, that it is in the best interest of the City to issue the 1995 Bonds in more than one installment, the particular characteristics of each installment shall be set forth in the award certificate of the City Manager and Finance Director described below. The City Manager and Finance Director may determine to sell the 1995 Bonds, or any installment thereof, with municipal bond insurance and, if so determined, the City Manager and Finance Director are hereby authorized to negotiate and accept, on behalf of the City, a commitment for the issuance of such municipal bond insurance. Any additional terms, covenants or other provisions required by any issuer of such municipal bond insurance may be set forth in a written agreement with such insurer and such agreement is hereby authorized to be negotiated, executed and delivered at the time of issuance of the 1995 Bonds or installment thereof. Any such written agreement shall state that it is for the benefit of the Registered Owners of the 1995 Bonds which are insured by such policy, in addition to the provider of such insurance. 3240/B 08.001/MSO-�-2 11 July 17. 1995 2:42 W Characteristics of the 1995 Bonds or any installment thereof, determined on the basis of the proposals, including, without limitation, interest rates (including adjustments thereto, if any), maturity schedule, payment dates, redemption provisions (including redemption premium or prepayment penalty, if any), method of funding the Reserve Account Requirements, municipal bond insurance requirements, if any, and other matters relating to the sale of such 1995 Bonds or installment thereof, shall be certified by and set forth in an award certificate of the City Manager and Finance Director awarding such 1995 Bonds or installment thereof to the purchaser thereof. The determination by the City Manager and Finance Director as to the best financing alternative for the City and the financing of the 1995 Project shall be conclusive, final, and binding on the City. The Mayor or Vice -Mayor, City Clerk, City Manager and Director of Finance are hereby authorized and empowered to execute a Bond Purchase Agreement on behalf of the City and to deliver an executed copy thereof to William R. Hough 6 Co. in the event the 1995 Bonds are sold to William R. Hough 6 Co. The Bond Purchase Agreement shall be approved by the Mayor or Vice -Mayor, City Manager and Director of Finance, upon the advice of bond counsel and the City Attorney. SECTION 5.03. BOND REGISTRAR AND PAYING AGENT; APPROVAL OF BOND REGISTRAR AND PAYING AGENT AGREEMENT. In the event the 1995 Bonds are sold to William R. Hough 6 Co., the City Manager and Finance Director are authorized to solicit proposals from various financial institutions for Bond Registrar and Paying Agent for the 1995 Bonds. Such proposals shall be received by the City Manager and the City Manager and Finance Director are designated to approve the Bond Registrar and Paying Agent for the 1995 Bonds. Such designation shall be set forth in a certificate of the City Manager and Finance Director. The designated Bond Registrar and Paying Agent shall perform such duties as are described in the Master Resolution, this Resolution, the 1995 Bonds, and a Paying Agent and Registrar Agreement dated as of the date of closing between the City and such designated Bond Registrar and Paying Agent, in consultation with and upon the advice of the City Attorney and Bond Counsel. The Bond Registrar and Paying Agent shall fulfill such functions with respect to the 1995 Bonds until a qualified successor shall have been designated by the City and accepts such duties, such designation to be subject to written notice to the Bond Registrar, or until the 1995 Bonds have been paid in full pursuant to this Resolution. The Mayor or Vice -Mayor, the City Clerk, the City Manager and Director of Finance of the City, or such other person so designated by the City, are hereby authorized to execute the Paying Agent and 3348/EMOS.001/P 90-4 M-z 12 duly 13. 1..s a.s. [ kegistrar Agreement upon delivery of the 1995 Bonds with such changes as are not inconsistent with the terms hereof and other action heretofore taken by the City. SECTION 5.04. PRELIMINARY OFFICIAL STATEMENT. Any Preliminary Official Statement provided by the City to the prospective underwriter for the 1995 Bonds shall be "deemed final" (except for permitted omissions) in accordance with the Rule. The City Manager and Finance Director, upon the advice of the City Attorney and the City's Bond and Disclosure Counsel, are hereby authorized to certify or otherwise represent when such Preliminary Official Statement shall be "deemed final" by the City as of its date (except for permitted omissions), in accordance with such Rule. SECTION 5.05. CONTINUING DISCLOSURE. In the event that the 1995 Bonds or an installment thereof are sold to an underwriter, the City Manager and Finance Director are hereby authorized and directed to enter into a continuing disclosure agreement with the Registered Owners of such 1995 Bonds or installment thereof. Such agreement shall be for the benefit Of such Registered Owners and shall provide and set forth the City's covenant to provide certain annual information and notification of certain material events, in compliance and consistent with the recent amendments to the Rule. Notwithstanding the foregoing or anything else in this Resolution, any such agreement shall apply only to such 1995 Bonds are subject to the Rule. The City shall not be required to enter into any such agreement with respect to 1995 Bonds, or any installment thereof, which are not subject to the Rule. SECTION 5.06. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this resolution should be held to be contrary to any express provision of law or to be contrary to the policy of express law, though not expressly prohibited, or to be against public policy, or should for any reason whatsoever be held invalid, then such covenants, agreements, or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements, or provisions of, and in no way affect the validity of, all the other provisions of the Master Resolution or this resolution or of the 1995 Bonds. SECTION 5.07. REPEALING CLAUSE. All resolutions of the City, or parts thereof, in conflict with the provisions of this resolution are to the extent of such conflict hereby superseded and repealed. SECTION 5.08. EFFECTIVE DATE. This resolution shall take effect immediately upon the final approval hereof. 3248/KW09.001/ase0_mazro_9 13 3.11 17, 1995 2142 w PASSED AND ADOPTED by the City Council of the City of Edgewater, Florida at a regular meeting duly called and held this 17th day of July, 1995. CITY OF EDGEWATER, FLORIDA By: I k Hayman, a or I.\ 9 tj:16YI:F 17;6M 00 Yy 0 d H ,�0 Kris a A. Storey, Es City Attorney 3249/E 08.001/MSS-ANB 2 14 July 17, 1995 1r41 { EXHIBIT "A" PRICING PARAMETERS Purchase Price: Not less than 98% of par without regard to Original Issue Discount, if any Interest Rate: Not greater than 8.00% per annum (NIC) Maturity: Not longer than 15 years from date of issue Construction funds needed: $14,550,000 (net estimate) Costs of Issuance: Include all cost of issuance for the Bonds Level Prinicpal and Interest Payments: Approximately level semi-annual principal and interest payments for 15 years Semi -Annual Payments: October 1 and April 1 32481EW08. 00 VMSO-A M-2 15 July 13, 1195 2t42 M